End user licence agreement
Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.
By clicking "OK" when you first install the Software, you agree to be bound by the provisions of this EULA.
1. Definitions
Except to the extent expressly provided otherwise, in this EULA:
"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;
"EULA" means this end user licence agreement, including any amendments to this end user licence agreement from time to time;
"Effective Date" means the date upon which the User gives the User's express consent to this EULA, following the issue of this EULA by the Licensor;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Licensor" means ODD SHEEP LIMITED registered in England and Wales under registration number 09345296, and our registered office is at 34 - 35 D'Arblay Street, Soho, London, W1F 8EY;
"Services" means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this EULA;
"Software" means the Trinus VR software;
"Software Specification" means the specification for the Software set out in the Documentation;
"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;
"Term" means the term of this EULA, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
"User" means an individual person (as opposed to a company) to whom the Licensor grants a right to use the Software under this EULA; and
"User Indemnity Event" has the meaning given to it in Clause 9.
2. Credit
This document was created using a template from SEQ Legal (http://www.seqlegal.com).
3. Term
3.1 This EULA shall come into force upon the Effective Date.
3.2 This EULA shall continue in force indefinitely, subject to termination in accordance with Clause 11.
4. Licence
4.1 The Licensor hereby grants to the User from the date of supply of the Software to the User a non-exclusive licence to:
(a) install the Software; and
(b) use the Software in accordance with the Documentation,
subject to the limitations and prohibitions set out and referred to in this Clause 4.
4.2 The User may not sub-license and must not purport to sub-license any rights granted under Clause 4.1
4.3 Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence granted under this Clause 4 shall be subject to the following prohibitions:
(a) the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
(b) the User must not alter, edit or adapt the Software; and
(c) the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.
4.4 The User shall be responsible for the security of copies of the Software supplied to the User under this EULA (or created from such copies) and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this EULA.
5. Source Code
Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.
6. No assignment of Intellectual Property Rights
Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User.
7. Warranties
The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under the EULA.
8. Acknowledgements and warranty limitations
8.1 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
8.2 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.
8.3 The User acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
8.4 The User acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.
9. Indemnities
The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA (a "User Indemnity Event").
10. Limitations and exclusions of liability
10.1 The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.
10.2 The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.
10.3 The Licensor will not be liable to the User in respect of any loss of revenue or income.
10.4 The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.
10.5 The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.
10.6 The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.
10.7 The liability of the Licensor to the User under this EULA in respect of any event or series of related events shall not exceed the purchase price paid by the User.
11. Termination
The Licensor may terminate this EULA immediately by giving written notice of termination to the other party if the user commits any breach of the EULA.
12. Effects of termination
12.1 Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.1, 9, 10, 11, 13 and 14.
12.2 The termination of this EULA shall not affect the accrued rights of either party.
12.3 For the avoidance of doubt, the licences of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.
12.4 Within 10 Business Days following the termination of this EULA, the User must irrevocably delete from all computer systems in its possession or control all copies of the Software.
13. General
13.1 No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.
13.2 If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
13.3 This EULA may be varied by notice from the Licensor to the User.
13.4 The User will not assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this EULA.
13.5 This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
13.6 Nothing in this EULA shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.
13.7 This EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
13.8 This EULA shall be governed by and construed in accordance with English law.
13.9 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.
14. Interpretation
14.1 In this EULA, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
14.2 The Clause headings do not affect the interpretation of this EULA.
14.3 In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.